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                                                                    EXHIBIT 4.10

                            EQUITY TRANSFER CONTRACT

ARTICLE 1         PARTIES

1.1      Transferor:               Shenyang JinSheng Enterprise Group Co., Ltd.

         Registered Address:       No. 24, Kunmingbei Rd, Heping District,
                                   Shenyang

         Legal Representative:     ZHANG, Liwen

1.2      Transferee:               Shenyang Xinjinbei Investment and Development
                                   Co., Ltd.

         Registered Address:       6th Floor, Building B, No. 1 Shiji Road
                                   Hunnan Property Development Zone,
                                   Shenyang New High-Tech Development District

         Legal Representative:     HONG, Xing

ARTICLE 2         TRANSFER OF EQUITY AND PAYMENT OF THE PRICE

2.1      The Transferor agrees to transfer the 10% equity it holds in Shenyang
         Xinjinbei Investment Co., Ltd. (hereinafter referred to as the
         "Company") to the Transferee under the terms and conditions hereunder,
         and the Transferee shall pay to the Transferor the equity transfer
         price for accepting the aforesaid subject equity.

2.2      The aggregate amount of the transfer price for the aforesaid subject
         equity shall be RMB 60 million.

2.3      The Parties agree that the transfer price for the aforesaid subject
         equity shall be paid as follows:

         The Transferee shall pay the above-mentioned equity transfer price to
         the Transferor within three months of the execution of this Contract.

2.4      The Transferor and the Transferee shall bear their respective taxes
         incurred in this equity transaction according to the law.

ARTICLE 3         COVENANTS, WARRANTIES AND OBLIGATIONS OF TRANSFEROR

         For the purpose of this Contract and the benefit of the Transferee, the
Transferor hereby irrevocably warrants and covenants to the Transferee with
respect to the Transferee and the Company, including but not limited to:

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3.1      According to the relevant provisions of the existing laws and
         administrative regulations, the Transferor has the right to transfer
         the subject equity pursuant to the terms and conditions hereunder.

3.2      The Company is duly organized and validly existing, and has all valid
         government consents, approvals and permits required for the normal
         legal operation of business according to its enterprise legal person
         business license.

3.3      The Transferor is the lawful holder of the subject equity, and has paid
         all consideration in full amount required to legally acquire the
         subject equity. The Transferor has not created any mortgage, pledge or
         other forms of security and/or other third party rights on the subject
         equity. The subject equity held by the Transferor is not under any
         enforcement by any court or administrative authorities.

3.4      The Transferor warrants that the Company has no debt and guarantee that
         it provides to any third party that has not been disclosed to the
         Transferee. The financial documents facilitated to the Transferee truly
         and accurately reflect the Company's operation status.

3.5      The Transferor warrants that, other than this Contract, there is no
         other contract, agreement, instrument and/or other binding arrangement
         that has become or will become effective which will lead to the
         transfer of the subject equity hereunder to any third party, or
         constitute legal impediments to the execution and performance of this
         Contract.

3.6      The Transferor hereby acknowledges that the Transferee enters into this
         Equity Transfer Contract relying on the above covenants and warranties
         made by the Transferor.

ARTICLE 4         COVENANTS AND WARRANTIES BY THE TRANSFEREE

         The Transferee hereby covenants and warrants to the Transferor as
follows:

4.1      According to the relevant provisions of the existing laws and
         administrative regulations, the Transferee has the right to accept
         pursuant to the terms and conditions hereunder the subject equity to be
         transferred and to become a shareholder of the Company.

4.2      The execution and performance of this Contract by the Transferee does
         not constitute any impediment to the relationship between the
         Transferee and any third party (including but not limited to any
         contract, agreement, instrument and/or other binding arrangement
         entered into by the Transferee and a third party that have become or
         will become effective). Any relationship between the Transferee and any
         third party (including but not limited to any contract, agreement,
         instrument and/or other binding arrangement entered into by the
         Transferee and a third party that have become or will become effective)
         shall not constitute a legal impediment to the execution and
         performance of this Contract.

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ARTICLE 5         APPROVAL AND FILING PROCEDURES OF THE EQUITY TRANSFER

5.1      The Parties hereby agree to actively proceed with and complete the
         approval and filing procedures required for the consummation of this
         equity transaction after the execution of this Contract according to
         laws and regulations, including but not limited to:

     (1)   undergoing the discussion and approval procedures of the corporate
           authority according to their respective articles of association;

     (2)   undergoing the approval procedures for transfer of state-owned
           equity;

     (3)   undergoing the examination and approval procedures of securities
           regulatory authorities; and

     (4)   undergoing registration and filing procedures of company registration
           authorities.

ARTICLE 6         BREACH OF CONTRACT AND REMEDIES

6.1      After the execution of this Contract, the Transferor and the Transferee
         shall perform this Contract in strict compliance with the provisions
         hereunder. Any Party in breach of this Contract shall be held liable
         for such breach according to the provisions hereunder. In the event of
         losses caused to the non-breaching Party, the breaching Party shall
         indemnify the non-breaching Party for the losses and expenses.

6.2      In the event of breach of this Contract by any Party, the non-breaching
         Party shall have the right to take one or more of the following
         remedial measures to protect its rights:

     (1)   suspension of the performance of its obligations hereunder or other
           relevant obligations until the elimination of such breach of
           Contract, which suspension of performance of obligations by the
           non-breaching Party shall not constitute the non-performance or delay
           in performance of obligations by such party. A breach penalty of
           0.021% of the equity transfer price for each day when such breach
           persists shall be paid to the non-breaching Party.

     (2)   termination of this Contract by written notice, in which case, this
           Contract shall be terminated on the date the written notice is
           serviced to the breaching Party by the non-breaching Party; and

     (3)   the breaching Party shall promptly indemnify the non-breaching Party
           for all losses and expenses the non-breaching Party sustained as a
           result of the breach by the breaching Party, regardless whether this
           Contract would continue to be performed.

6.3      The rights and remedies available under this Contract are accumulative
         without excluding other rights or remedies available under the law.

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6.4      The waiver of a breach of Contract by a Party to this Contract shall be
         effective only when made in writing. Any Party's failure or delay to
         exercise any right or remedy shall not constitute a waiver of such
         right or remedy. The partial exercise of rights and remedies by a Party
         does not impair its exercise of other rights or remedies.

ARTICLE 7         EFFECTIVENESS, AMENDMENT AND TERMINATION

7.1      This Contract shall become effective upon the satisfaction of all of
         the following conditions:

     (1)   This Contract shall have been executed by the authorized
           representatives of the Parties and with their respective company
           seals affixed hereto;

     (2)   This equity transfer shall have been approved by the administrative
           authorities of state-owned assets;

     (3)   This equity transfer shall have been examined by and received no
           objections from China Securities Regulatory Commission; and

     (4)   China Securities Regulatory Commission shall have exempted the
           Transferees from the obligations of tender offer in connection with
           Shenyang Jinbei Automotive Company Limited.

7.2      This Contract may be amended through consultation between the Parties,
         or upon the occurrence of other circumstances as provided by laws and
         regulations or in the covenants contained in this Contract.

7.3      Any amendment to this Contract shall be made in writing and signed by
         the Parties, otherwise no amendment shall become binding upon either
         Party.

7.4      The Parties may terminate this Contract through consultation, subject
         to compliance with laws.

7.5      The amendment and termination of this Contract shall not affect the
         parties' right to claim damages. Any losses incurred by any Party due
         to the amendment or termination of this Contract shall be compensated
         by the Party that is responsible for such amendment or termination,
         unless such Party is exempted from such liability pursuant to laws or
         provisions of this Contract.

7.6      Upon the termination of this Contract pursuant to the above provisions,
         the Transferor shall immediately return to the Transferee the paid
         equity transfer proceeds together with interest and/or other amounts,
         if any. In the event of breach of this Contract by any Party prior to
         the termination of this Contract, the other Party shall have the right
         to claim compensation according to the provisions in Article 6 hereof.

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ARTICLE 8         APPLICABLE LAW AND SETTLEMENT OF DISPUTE

8.1      The execution, effectiveness, interpretation, performance and dispute
         settlement of this Contract shall be governed by the laws of the
         People's Republic of China.

8.2      The Parties shall first settle the disputes arising out of or in
         connection with this Contract through consultation, failing which, the
         Parties agree to submit such disputes to the competent local court of
         the place of performance of this Contract for resolution through
         litigation.

ARTICLE 9         MISCELLANEOUS

9.1      The annexes hereto constitute an integral part of this Contract, which
         shall have the same force as this Contract.

9.2      This Contract and the annexes hereto constitute a complete contract
         between the Transferor and the Transferee. In any event, all
         correspondences, statements, agreements or other documents prior to the
         execution of this Agreement shall be subordinate to this Contract.

9.3      If any provision of this Contract is invalidated due to a conflict with
         the laws applicable to this Contract, such provision shall be removed
         from this Contract, provided however, such provision shall not affect
         the validity of other provisions hereunder and the validity of this
         Contract as a whole. The Parties shall formulate a new provision to
         replace such invalid provision.

9.4      The Parties hereby acknowledge that they voluntarily enter into this
         Contract and understand the rights and obligations of the Parties
         hereunder, and that there is no fraudulence, threat, material
         misunderstanding or obvious unfairness.

9.5      There are eight counterparts of this Contract, with each Party holding
         one copy. The rest of the counterparts shall be submitted to the
         approving authorities for approval and filing.


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TRANSFEROR:           SHENYANG JINSHENG ENTERPRISE GROUP CO., LTD.

Legal Representative:                                 /s/ Liwen Zhang
                                                 -------------------------------

TRANSFEREE:           SHENYANG XINJINBEI INVESTMENT AND DEVELOPMENT CO., LTD.

Legal Representative:                                 /s/ Xing Hong
                                                 -------------------------------

                                                          December 29, 2003

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